Reid Hoffman to exit Microsoft (MSFT) board after 2026 annual meeting

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Microsoft Corporation disclosed that director Reid Hoffman, who has served on the Board of Directors since 2017, has decided not to stand for re-election at the Company’s 2026 annual shareholder meeting. He will continue to serve as a director until that meeting.

The Company states that Mr. Hoffman’s decision is not due to any disagreement with management regarding operations, policies, or practices, and expresses appreciation for his contributions during his tenure.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board service start: 2017 Decision date: June 2, 2026 End of service: 2026 annual shareholder meeting +2 more

5 metrics

Board service start 2017 Reid Hoffman has been a Microsoft director since 2017

Decision date June 2, 2026 Date Hoffman informed Microsoft he would not stand for re-election

End of service 2026 annual shareholder meeting Hoffman will remain a director until this meeting

3.125% Notes due 2028 Microsoft 3.125% Notes due 2028 listed as registered

2.625% Notes due 2033 Microsoft 2.625% Notes due 2033 listed as registered

Key Terms

Board of Directors, annual shareholder meeting, emerging growth company, Common stock, +1 more

5 terms

Board of Directors financial

"Reid Hoffman, a member of the Board of Directors of Microsoft Corporation"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

annual shareholder meeting financial

"not to stand for re-election at the Company’s 2026 annual shareholder meeting"

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

emerging growth company regulatory

"Emerging growth company (b)"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Common stock financial

"Common stock, $0. par value per share"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

Corporate Secretary financial

A corporate secretary is a person in a company who helps organize meetings, keeps important records, and makes sure the company follows legal rules. They act like a bridge between the company's leaders and its shareholders, making sure everything runs smoothly and by the book. Their role is important because it helps the company stay organized and legally compliant.

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Understanding 8-K Material Events →

06/05/2026 - 10:36 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 2, 2026

Microsoft Corporation

Washington

001-37845

91-1144442

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One Microsoft Way, Redmond, Washington		98052-6399

(425) 882-8080

www.microsoft.com/investor

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common stock, $0.00000625 par value per share	MSFT	NASDAQ
3.125% Notes due 2028	MSFT	NASDAQ
2.625% Notes due 2033	MSFT	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On June 2, 2026, Reid Hoffman, a member of the Board of Directors of Microsoft Corporation (the “Company”) since 2017, informed the Company of his decision not to stand for re-election at the Company’s 2026 annual shareholder meeting (the “Annual Meeting”). Mr. Hoffman will continue to serve as a director until the Annual Meeting. His decision not to stand for re-election is not as a result of any disagreement with management on any matter relating to the Company’s operations, policies, or practices. The Company thanks Mr. Hoffman for his contributions during his tenure as a director.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						MICROSOFT CORPORATION
						(Registrant)

Date: June 5, 2026						/s/ Brian B. DeFoe
						Brian B. DeFoe
						Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Microsoft (MSFT) announce in this 8-K?

Microsoft reported that director Reid Hoffman will not stand for re-election at the 2026 annual shareholder meeting. He has served on the Board since 2017 and will continue as a director until that meeting concludes.

Is Reid Hoffman leaving Microsoft’s (MSFT) board because of a disagreement?

No. Microsoft states that Reid Hoffman’s decision not to stand for re-election is not due to any disagreement with management about operations, policies, or practices. The company also thanked him for his contributions as a director.

How long has Reid Hoffman served on Microsoft’s (MSFT) board?

Reid Hoffman has served as a member of Microsoft’s Board of Directors since 2017. According to the filing, he will remain on the board until the company’s 2026 annual shareholder meeting, when his current term ends.

When will Reid Hoffman step down from Microsoft’s (MSFT) board?

Reid Hoffman will step down at Microsoft’s 2026 annual shareholder meeting. He plans to serve as a director until that meeting, after which he will not stand for re-election and his board service will conclude.

Does this Microsoft (MSFT) filing mention any changes to its securities?

The filing lists Microsoft’s common stock and certain outstanding notes, including 3.125% Notes due 2028 and 2.625% Notes due 2033, as securities registered under Section 12(b). It does not announce new securities or financing actions.

Filing Exhibits & Attachments

4 documents